Remuneration Matters

Principle 7: Remuneration Policies
The NRC has been delegated the authority by the Board to review and approve recommendations on remuneration policies and packages for the Directors,
Senior Management and other employees who are related to the controlling shareholders and/or our Directors. The NRC has access to the Company’s
human resource department and external consultants for expert advice on executive compensation. In setting remuneration packages, the NRC takes into account the respective performances of the Group and the individual. The NRC also takes into consideration, remuneration packages and employment conditions within the industry. No Director is involved in deciding his own remuneration.

Principle 8: Level and Mix of Remuneration
Principle 9: Disclosure of Remuneration
The employment contracts of the Executive Chairman and the Group Managing Director are automatically renewed every year, unless otherwise terminated by
either party giving not less than six months’ notice in writing. The terms of these employment contracts do not provide for benefits upon termination of employment with the Company.

The remuneration of the Non-Executive Directors is paid by way of Directors’ Fees in cash and/or a fixed number of BTH shares under the Company’s share-based remuneration programmes. The remuneration payable to Non-Executive Directors is subject to shareholders’ approval at the Company’s AGM.

The amount of Directors’ Fees payable in cash is dependent on the respective Non-Executive Directors’ level of responsibilities and contributions. The framework for determining the Directors’ Fees, which is the same as the previous financial year, is as follows:-

Notwithstanding the above framework for determining the Directors' Fees, our Non-Executive Directors have, on their own accord, initiated a 10 percent reduction in Directors' Fees for FY2008.

Our Executive Directors do not receive Directors’ Fees. Their remuneration comprises a base salary, bonus, and participation in the Company’s share-based remuneration programmes. The level and mix of each of the Director’s remuneration in bands of S$250,000 are set out below. The names of the top five key executives (who are not also Directors) earning remuneration which falls within bands of S$250,000 are also set out below.

During the year, there were only two employees, namely Mr Ho KwonCjan and Ms Chiang See Ngoh Claire who are immediate family members of the Executive Chairman and whose remuneration exceeded S$150,000.

Long-Term Share Incentives
The Company has in place the Banyan Tree Employee Share Option Scheme and the Banyan Tree Performance Share Plan (the “Plan”). The Plan comprises the Performance Share Plan (“PSP”) and the Restricted Share Plan (“RSP”). PSP and RSP were introduced to strengthen the Company’s competitiveness in attracting and retaining talented key executives. The PSP and RSP are also aimed at aligning the interests of key executives with that of shareholders, improving performance and achieving sustainable growth for the Company, and fostering an ownership culture amongst key executives. The Plan contemplates the award of fully paid Shares or their cash equivalent, when and after pre-determined performance or service conditions are met. The selection of a participant and the number of Shares to be awarded under the PSP or RSP will be determined at the discretion of the NRC. The NRC will review and amend performance conditions and targets where it thinks appropriate and after considering prevailing business conditions.

Under the Plan, the Company is also able to remunerate its Non-Executive Directors. The incorporation of an equity component in the total remuneration of the Non-Executive Directors is intended to achieve the objective of aligning the interests of the Non-Executive Directors with those of the shareholders and the long-term interest of the Company. Details of the Company’s PSP and RSP can be found in the Directors’ Report and Note 43 to the financial statements.

The Company has not issued any option to eligible employees pursuant to the Banyan Tree Employee Share Option Scheme.